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                                                                    EXHIBIT 10.4

                           REGISTRATION RIGHTS AGREEMENT


      This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June
21, 2004, is by and between Evergreen Solar, Inc., a Delaware corporation (the
"Company"), and each of the entities whose names appear on the signature pages
hereof. Such entities are each referred to herein as an "Investor" and,
collectively, as the "Investors".

      WHEREAS, the Company has agreed, on the terms and subject to the
conditions set forth in the Stock and Warrant Purchase Agreement, dated as of
June 16, 2004 (the "Purchase Agreement"), to issue and sell to each Investor
named therein an aggregate of 7,662,835 shares of common stock, par value $0.01
per share, of the Company (the "Common Stock") and warrants (the "Warrants") to
purchase shares of Common Stock at an exercise price of $3.335 per share,
subject to adjustment (the "Purchaser Warrant Shares");

      WHEREAS, the Company has agreed, on the terms and subject to the
conditions set forth in that certain Warrant Agreement dated as of the date
hereof, to issue to CRT Capital Group LLC (the "Placement Agent") warrants to
purchase shares of Common Stock at an exercise price of $3.335 per share,
subject to adjustment (together with the Purchaser Warrant Shares, the "Warrant
Shares"); and

      WHEREAS, in order to induce each Investor to enter into the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended (the "Securities Act"), and under
applicable state securities laws. Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Purchase
Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    DEFINITIONS.

      For purposes of this Agreement, the following terms shall have the
meanings specified:

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" has the meaning set forth in the Recitals.

            "Effective Date" means the date on which the Shelf Registration
      Statement is declared effective by the Commission.

            "Exchange Act" has the meaning set forth in Section 6(a).

            "Filing Deadline" means the thirtieth (30th) calendar day following
      the Closing Date.
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            "Holder" means any person owning or having the right to acquire,
      Registrable Common Shares, including initially each Investor and the
      Placement Agent and thereafter any permitted assignee thereof.

            "Incidental Registration Statement" has the meaning set forth in
      Section 3(a).

            "Investor" has the meaning set forth in the Recitals.

            "Losses" has the meaning set forth in Section 6(a).

            "Placement Agent" has the meaning set forth in the Recitals.

            "Proposed Registration" has the meaning set forth in Section 3(a).

            "Purchase Agreement" has the meaning set forth in the Recitals.

            "Purchaser Warrant Shares" has the meaning set forth in the
      Recitals.

            "Registrable Common Shares" means the shares of Common Stock issued
      to the Investors pursuant to the Purchase Agreement and the Warrant
      Shares, and any shares of capital stock issued or issuable from time to
      time (with any adjustments) in replacement of, in exchange for or
      otherwise in respect of such shares of Common Stock or Warrant Shares.

            "Registration Deadline" means the sixtieth (60th) calendar day
      following the Closing Date.

            "Registration Default" has the meaning set forth in Section 2(c).

            "Registration Expenses" has the meaning set forth in Section 8(a).

            "Registration Period" has the meaning set forth in Section 2(b)
      below.

            "Registration Statement" means the Shelf Registration Statement and
      any Incidental Registration Statement.

            "Rule 144" has the meaning set forth in Section 7.

            "Securities Act" has the meaning set forth in the Recitals.

            "Shelf Registration Statement" means a registration statement or
      statements prepared in compliance with the Securities Act and pursuant to
      Rule 415 under the Securities Act ("Rule 415") or any successor rule
      providing for the offering of securities on a continuous or delayed basis.


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            "Valid Business Reason" has the meaning set forth in Section 2(b).

            "Warrants" has the meaning set forth in the Recitals.

            "Warrant Shares" has the meaning set forth in the Recitals.

      Capitalized terms used herein and not otherwise defined shall have the
respective meanings specified in the Purchase Agreement.

      2.    REGISTRATION.

            (a) Shelf Registration Statement. On or before the Filing Deadline,
the Company shall prepare and file with the Commission a Shelf Registration
Statement on Form S-3 as a "shelf" registration statement under Rule 415
covering the resale of all of the Registrable Common Shares held by the Holders
(such number to be determined without regard to any restriction on the ability
of any Holder to exercise such Holder's Warrant as of such date). The Shelf
Registration Statement shall state, to the extent permitted by Rule 416 under
the Securities Act, that it also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon the exercise of the Warrants
in order to prevent dilution resulting from stock splits, stock dividends or
similar events. No other stockholder of the Company shall have any right to
include his, her or its securities of the Company for resale under the Shelf
Registration Statement.

            (b) Effectiveness. The Company shall use its best efforts to cause
the Shelf Registration Statement to become effective as soon as practicable
following the filing thereof, but in no event later than the Registration
Deadline. The Company shall respond promptly to any and all comments made by the
staff of the Commission on the Shelf Registration Statement, and shall submit to
the Commission, within one (1) Business Day after the Company learns that no
review of the Shelf Registration Statement will be made by the staff of the
Commission or that the staff of the Commission has no further comments on the
Shelf Registration Statement, as the case may be, a request for acceleration of
the effectiveness of the Shelf Registration Statement to a time and date not
later than forty-eight (48) hours after the submission of such request. The
Company will maintain the effectiveness of the Shelf Registration Statement
until the earlier to occur of (i) the date on which all of the Registrable
Common Shares eligible for resale thereunder have been publicly sold pursuant to
either the Shelf Registration Statement or Rule 144 under the Securities Act and
(ii) the date on which all of the Registrable Common Shares remaining to be sold
under the Shelf Registration Statement (in the reasonable opinion of counsel to
the Company) may be immediately sold to the public under Rule 144(k) under the
Securities Act or any successor provision (the period beginning on the Closing
Date and ending on the earlier to occur of (i) or (ii) above being referred to
herein as the "Registration Period"). If a majority of the Board of Directors of
the Company, in its good faith judgment, determines that the Shelf Registration
Statement, once effective, should be suspended because it would materially
interfere with any material financing, acquisition, corporate reorganization or
merger or other material transaction involving the Company (a "Valid Business
Reason"), the Company may cause the Shelf Registration Statement to be suspended
until such Valid Business Reason no longer exists, but in no event for more than
ninety (90) days or more

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than once in any twelve (12) month period, and shall give prompt written notice
of its determinations to withdraw and to reinstate the Shelf Registration
Statement.

            (c) Registration Default. In the event that the Shelf Registration
Statement is not effective within thirty (30) days after the Registration
Deadline (a "Registration Default"), the Company will pay to each Investor for
no additional consideration, as liquidated damages and not a penalty, an amount
in cash equal to 1.5% (one and one-half percent) of the purchase price of each
such Investor under the Purchase Agreement. For every additional thirty (30)
days thereafter that the effectiveness of the Shelf Registration Statement
continues to be delayed, the Company will pay to each Investor, for no
additional consideration, as liquidated damages and not a penalty, an additional
amount in cash equal to 1.5% (one and one-half PERCENT) of the purchase price of
each such Investor, not in any event, to exceed 9.9% (nine and nine-tenths
percent) of the purchase price of each such Investor. Each such payment shall be
made within five (5) Business Days following the last day of each calendar month
in which a Registration Default existed. Any such payment shall be in addition
to any other remedies available to each Holder at law or in equity, whether
pursuant to the terms hereof, the Purchase Agreement, or otherwise.

            (d) Registration of Other Securities. During the period beginning on
the date hereof and ending on the Effective Date, the Company shall refrain from
filing with the Commission any registration statement other than (i) a Shelf
Registration Statement filed hereunder or (ii) a registration statement on Form
S-8 with respect to Company stock option plans and agreements and currently in
effect and disclosed pursuant to the terms of the Purchase Agreement. In no
event shall the Company include any securities other than the Registrable Common
Shares on the Shelf Registration Statement filed by the Company on behalf of the
Holders pursuant to the terms hereof. The foregoing prohibition shall have no
effect on the Company's currently effective resale registration rights agreement
on Form S-3 relating to the registration of the shares of Common Stock issuable
upon conversion of the Company's Series A Convertible Preferred Stock and upon
the exercise of a warrant to purchase shares of Common Stock.

      3.    PIGGYBACK REGISTRATION.

            (a) Requests for Incidental Registration. If at any time prior to
the expiration of the Registration Period, (i) the Company proposes to register
shares of Common Stock under the Securities Act in connection with the public
offering of such shares for cash (a "Proposed Registration"), other than a
registration statement on Form S-8 or Form S-4 or any successor or other forms
promulgated for similar purposes, and (ii) a Registration Statement covering the
sale of all of the Registrable Common Shares is not then effective and available
for sales thereof by the Holders, the Company shall, at such time, promptly give
each Holder written notice of such Proposed Registration. Each Holder shall have
ten (10) Business Days from its receipt of such notice to deliver to the Company
a written request specifying the amount of Registrable Common Shares that such
Holder intends to sell and such Holder's intended method of distribution. The
failure of any Holder to respond within such 10-Business Day period shall be
deemed to be a waiver of such Holder's rights under this Section 3 with respect
to such Proposed Registration. Upon receipt of such request, the Company shall
use its best efforts to cause all Registrable Common

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Shares which the Company has been requested to register to be registered under
the Securities Act to the extent necessary to permit their sale or other
disposition in accordance with the intended methods of distribution specified in
the request of such Holder (an "Incidental Registration Statement"); provided,
however, that the Company shall have the right to postpone or withdraw any
registration effected pursuant to this Section 3 without obligation to the
Holders. If, in connection with any underwritten public offering for the account
of the Company or for stockholders of the Company that have contractual rights
to require the Company to register shares of Common Stock, the managing
underwriter(s) thereof shall impose a limitation on the number of shares of
Common Stock which may be included in a registration statement because, in the
judgment of such underwriter(s), marketing or other factors dictate such
limitation is necessary to facilitate such offering, then the Company shall be
obligated to include in such Incidental Registration Statement: first, all of
the securities to be offered for the account of the Company; second, the
Registrable Common Shares to be offered for the account of the Holders pursuant
to this Section 3(a), the securities to be offered for the account of certain
stockholders pursuant to that certain Registration Rights Agreement dated as of
May 15, 2003 by and between the Company and the parties thereto, and securities
to be offered for the account of certain stockholders pursuant to that certain
Series D Preferred Stock Purchase Agreement dated as of December 28, 1999, by
and among the Company and the parties thereto, as a group, which Registrable
Common Shares and securities shall be allocated pro rata among such Holders and
other stockholders based on the number of Registration Securities or other
securities, as the case may be, requested to be included in such offering by
each Holder or other stockholder; and third, other securities requested to be
included in such offering.

            (b) Expenses. The Company shall bear all Registration Expenses in
connection any Incidental Registration Statement pursuant to this Section 3,
whether or not such Incidental Registration Statement becomes effective.

      4.    OBLIGATIONS OF THE COMPANY.

      In addition to performing its obligations hereunder, including without
limitation those pursuant to Section 2 and Section 3 above, the Company shall,
with respect to each Registration Statement:

            (a) prepare and file with the Commission such amendments and
supplements to a Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the Securities Act or to maintain the effectiveness of the Shelf
Registration Statement during the Registration Period, or as may be reasonably
requested by a Holder in order to incorporate information concerning such Holder
or such Holder's intended method of distribution;

            (b) immediately following the Closing, secure the listing of all
Registrable Common Shares on the Nasdaq National Market, and provide each Holder
with reasonable evidence thereof;

            (c) furnish to each Holder, prior to filing a Registration
Statement, at least one copy of such Registration Statement as is proposed to be
filed, and thereafter such number of copies of such Registration Statement, each
amendment and supplement thereto (in each case including all

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exhibits thereto), the prospectus included in such Registration Statement
(including each preliminary prospectus), each amendment and supplement thereto,
in conformity with the requirements of the Securities Act, and such other
documents as such Holder may reasonably request in order to facilitate the
disposition of such Holder's Registrable Common Shares;

            (d) use all commercially reasonable efforts to register or qualify
the Registrable Common Shares under the securities or "blue sky" laws of such
jurisdictions within the United States as shall be reasonably requested from
time to time by a Holder, and continue such registration or qualification in
effect in such jurisdiction for as long as permissible pursuant to the laws of
such jurisdiction, or for as long as any such Holder reasonably requests or
until all of such Registrable Common Shares are sold, whichever is shortest, and
do any and all other acts or things which may be necessary or advisable to
enable such Holder to consummate the public sale or other disposition of the
Registrable Common Shares in such jurisdictions; provided that the Company shall
not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such
jurisdiction;

            (e) in the event of an underwritten public offering of the
Registrable Common Shares, enter into (together with all Holders proposing to
distribute Registrable Common Shares through such underwriting) and perform its
obligations under an underwriting agreement, in usual and customary form
reasonably acceptable to the Company, with the managing underwriter of such
offering, and take such other actions as are prudent and reasonably required in
order to expedite or facilitate the disposition of such Registrable Common
Shares, including causing its officers to participate in "road shows" and other
informational meetings organized by the underwriter, if applicable;

            (f) notify each Holder immediately after becoming aware of (i) the
occurrence of any event (but shall not, without the prior written consent of
such Holder, disclose to such Holder any facts or circumstances constituting
material non-public information) as a result of which a prospectus, any
prospectus supplement, a Registration Statement or a post-effective amendment to
the Registration Statement, as then in effect, contains an untrue statement of
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and as promptly as practicable prepare and file
with the Commission and furnish to each Holder a reasonable number of copies of
a supplement or an amendment to such prospectus or Registration Statement as may
be necessary so that such prospectus does not contain an untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;

            (g) notify each Holder immediately after becoming aware of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to a Registration Statement or relating prospectus
or for additional information related thereto;

            (i) use all commercially reasonable efforts to prevent the issuance
of any stop order or other order suspending the effectiveness of the
Registration Statement and, if such an order

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is issued, to obtain the withdrawal thereof at the earliest possible time and to
notify each Holder of the issuance of such order and the resolution thereof;

            (j) furnish to each Holder, on the date that the Registration
Statement, or any successor registration statement, becomes effective, (x) a
letter, dated such date, of outside counsel representing the Company (and
reasonably acceptable to such Holder) addressed to such Holder, confirming such
effectiveness and, to the knowledge of such counsel, the absence of any stop
order, and (y) in the case of an underwriting, (A) a copy of an opinion, dated
such date, of such outside counsel, in such form and substance as is required to
be given to the underwriters, and (B) a letter addressed to such Holder, dated
such date, from the Company's independent certified public accountants, in such
form and substance as is required to be given by the Company's independent
certified public accountants to such underwriters;

            (k) provide to each Holder and its representatives the reasonable
opportunity to conduct a reasonable inquiry of the Company's financial and other
records during normal business hours and make available its officers, directors
and employees for questions regarding information which such Holder may
reasonably request in order to fulfill any due diligence obligation on its part,
and cause the Company's officers, directors and employees, and the independent
public accountants of the Company, to supply all information reasonably
requested by any Holder in connection with any such inquiry;

            (l) permit counsel for each Holder to review the Registration
Statement and all amendments and supplements thereto, and any comments made by
the staff of the Commission concerning such Holder and/or the transactions
contemplated by the Transaction Documents and the Company's responses thereto,
within a reasonable period of time (but in no event less than three (3) Business
Days after such Holder has received such documents) prior to the filing thereof
with the Commission (or, in the case of comments made by the staff of the
Commission, within a reasonable period of time following the receipt thereof by
the Company);

            (m) in the event that, at any time, the number of shares available
under the Registration Statement is insufficient to cover all of the Registrable
Common Shares, after giving effect to all applicable adjustments, the Company
shall promptly amend the Registration Statement or file a new registration
statement, in any event as soon as practicable, but not later than the tenth
(10th) day following notice from a Holder of the occurrence of such event, so
that the Registration Statement or such new registration statement, or both,
covers all such Registrable Common Shares. The Company shall use its best
efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof. Any Registration
Statement filed pursuant to this paragraph 4(k) shall state that, to the extent
permitted by Rule 416 under the Securities Act, such Registration Statement also
covers such indeterminate number of additional shares of Common Stock as may
become issuable upon the exercise of the Warrants in order to prevent dilution
resulting from stock splits, stock dividends or similar events. Unless and until
such amendment or new Registration Statement becomes effective, each Holder
shall have the rights described in Section 2(c) above;


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            (n) keep each Holder advised in writing as to the initiation and
progress of any Registration Statement under Section 2 or Section 3; provided,
that the Company shall provide each Holder with all correspondence with the
Commission in connection with any Registration Statement filed hereunder to the
extent that such Registration Statement has not been declared effective on or
prior to the date required hereunder;

            (o) provide reasonable cooperation to each Holder and each
underwriter participating in the disposition of such Registrable Common Shares
and their respective counsel in connection with any filings required to be made
with the NASD;

            (p) if the Company becomes ineligible to use the registration form
on which a Shelf Registration Statement is filed and declared effective under
Section 2, use its reasonable best efforts to prepare and file either a
post-effective amendment to such Shelf Registration Statement to convert such
Shelf Registration Statement to, or a new Shelf Registration Statement on,
another registration form which the Company is eligible to use within thirty
(30) days after the date that the Company becomes ineligible to use such
registration form, provided that such other registration form shall be available
for the sale of Registrable Common Shares by the sellers thereof and such
amended or new Shelf Registration Statement shall remain subject in all respect
to the provisions of this Section 4; and

            (q) take all other steps reasonably necessary to effect the
registration of the Registrable Common Shares contemplated hereby.

      5.    OBLIGATIONS OF EACH HOLDER.

      In connection with the registration of Registrable Common Shares pursuant
to a Registration Statement, each Holder shall:

            (a) timely furnish to the Company in writing such information
regarding itself and the intended method of disposition of such Registrable
Common Shares as may be required in order to effect the registration thereof;

            (b) upon receipt of any notice from the Company of the happening of
any event of the kind described in Sections 4(f) or 4(i), immediately
discontinue any sale or other disposition of such Registrable Common Shares
pursuant to such Registration Statement until the filing of an amendment or
supplement as described in Section 4(f) or withdrawal of the stop order referred
to in Section 4(i), and the receipt of the copies of such amended or
supplemented prospectus, and, if so directed, each Holder shall deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
in such Holder's possession, of the prospectus covering such Registrable Common
Shares which is current at the time of such notice;

            (c) in the event of an underwritten offering of such Registrable
Common Shares in which such Holder participates, enter into a customary and
reasonable underwriting agreement and execute such other documents as the
Company and the managing underwriter for such offering may reasonably request;


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            (d) to the extent required by applicable law, deliver a prospectus
to the purchaser of such Registrable Common Shares;

            (e) notify the Company when it has sold all of the Registrable
Common Shares held by it; and

            (f) notify the Company in the event that any information supplied by
such Holder in writing for inclusion in such Registration Statement or related
prospectus is untrue or omits to state a material fact required to be stated
therein or necessary to make such information not misleading in light of the
circumstances then existing; immediately discontinue any sale or other
disposition of such Registrable Common Shares pursuant to such Registration
Statement until the filing of an amendment or supplement to such prospectus as
may be necessary so that such prospectus does not contain an untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing; and use commercially reasonable efforts to assist
the Company as may be appropriate to make such amendment or supplement effective
for such purpose.

      6.    INDEMNIFICATION.

      In the event that any Registrable Common Shares are included in a
Registration Statement under this Agreement:

            (a) Indemnification by the Company. The Company shall indemnify and
hold harmless each Holder, the officers, directors, general or limited partners,
employees, agents and representatives of such Holder, and each person, if any,
who controls such Holder within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any
losses, claims, damages, liabilities or reasonable out-of-pocket expenses
(whether joint or several) (collectively, including legal or other expenses
reasonably incurred in connection with investigating or defending same,
"Losses"), insofar as any such Losses arise out of or are based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or (ii) the omission
or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Subject to the
provisions of paragraph 6(c) below, the Company will reimburse such Holder, and
each such officer, director, employee, agent, representative or controlling
person, for any legal or other out-of-pocket expenses as reasonably incurred by
any such entity or person in connection with investigating or defending any
Loss; provided, however, that the foregoing indemnity shall not apply to amounts
paid in settlement of any Loss if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be obligated to indemnify any person for any Loss to the
extent that such Loss is (i) based upon and is in conformity with written
information furnished by such person expressly for use in such Registration
Statement or (ii) based on a failure of such person to deliver or cause to be
delivered the final prospectus contained in the Registration Statement and made
available by the Company, if such delivery is required by applicable law.


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            (b) Indemnification by Holders. Each Holder who is named in such
Registration Statement as a selling stockholder, acting severally and not
jointly, shall indemnify and hold harmless the Company, the officers, directors,
employees, agents and representatives of the Company, and each person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act, against any Losses to the extent (and only to the extent) that any
such Losses are based upon and in conformity with written information furnished
by such Holder expressly for use in such Registration Statement. Subject to the
provisions of paragraph 6(c) below, such Holder will reimburse any legal or
other expenses as reasonably incurred by the Company and any such officer,
director, employee, agent, representative, or controlling person, in connection
with investigating or defending any such Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any such
Loss if such settlement is effected without the consent of such Holder (which
consent shall not be unreasonably withheld); and provided, further, that, in no
event shall any indemnity under this subsection 6(b) exceed the net proceeds
resulting from the sale of the Registrable Common Shares sold by such Holder
under such Registration Statement.

            (c) Conduct of Indemnification Proceedings. Promptly after receipt
by an indemnified party under this Section 6 of notice of the commencement of
any action (including any governmental action), such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in and to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonably incurred fees and
expenses of one such counsel for all indemnified parties in each jurisdiction to
be paid by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate under
applicable standards of professional conduct due to actual or potential
conflicting interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, to the extent prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party
under this Section 6 with respect to such action, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 6 or
with respect to any other action unless the indemnifying party is materially
prejudiced as a result of not receiving such notice.

            (d) Contribution. In the event that the indemnity provided in
paragraph (a) or (b) of this Section 6 is unavailable or insufficient to hold
harmless an indemnified party for any reason, the Company and each Holder agree,
severally and not jointly, to contribute to the aggregate Losses to which the
Company or such Holder may be subject in such proportion as is appropriate to
reflect the relative fault of the Company and such Holder in connection with the
statements or omissions which resulted in such Losses; provided, however, that
in no case shall such Holder be responsible for any amount in excess of the net
proceeds resulting from the sale of the Registrable Common Shares sold by it
under the Registration Statement. Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates to
information provided by the Company or by such Holder. The Company and each
Holder agree that it would not be just and

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<PAGE>
equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation. For purposes of this
Section 6, each person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each officer, director, employee, agent
or representative of such Holder shall have the same rights to contribution as
such Holder, and each person who controls the Company within the meaning of
either the Securities Act or the Exchange Act and each officer, director,
employee, agent or representative of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

            (e) Survival of Obligations. The obligations of the Company and each
Holder under this Section 6 shall survive the completion of any offering or sale
of Registrable Common Shares pursuant to a Registration Statement under this
Agreement or otherwise.

      7.    REPORTS.

            With a view to making available to each Holder the benefits of Rule
144 under the Securities Act ("Rule 144") and any other successor or similar
rule or regulation of the Commission that may at any time permit such Holder to
sell securities of the Company to the public without registration, the Company
agrees to:

            (a) make and keep public information available, as those terms are
understood and defined in Rule 144;

            (b) file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and

            (c) furnish to such Holder, so long as such Holder owns any
Registrable Common Shares, promptly upon written request (i) a written statement
by the Company, if true, that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) to the extent not
publicly available through the Commission's EDGAR database, a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested by such Holder in connection with such Holder's compliance
with any rule or regulation of the Commission which permits the selling of any
such securities without registration.

      8.    MISCELLANEOUS.

            (a) Expenses of Registration. Except as otherwise provided in the
Purchase Agreement, all reasonable expenses, other than underwriting discounts
and commissions and fees and expenses of counsel and other advisors to each
Holder, incurred in connection with the registrations, filings or qualifications
described herein, including, without limitation, all registration, filing and
qualification fees, printers' and accounting fees, the fees and disbursements of
counsel for

                                       11
<PAGE>
the Company, and the fees and disbursements incurred in connection with the
opinion and letter described in paragraph 4(h) hereof (collectively,
"Registration Expenses"), shall be borne by the Company.

            (b) Amendment; Waiver. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended or waived except pursuant to a
written instrument executed by the Company and the Holders of at least
two-thirds (66 2/3%) of the Registrable Common Shares held by all of the
Holders. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon each Holder, each future Holder and the Company. The
failure of any party to exercise any right or remedy under this Agreement or
otherwise, or the delay by any party in exercising such right or remedy, shall
not operate as a waiver thereof.

            (c) Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in the manner provided for under the
Purchase Agreement.

            (d) Assignment. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the parties hereto as
hereinafter provided. The rights of the Holders contained in this Agreement
shall be automatically transferred to the transferee of at least 100,000 shares
constituting Registrable Common Shares, provided, that such transferee agrees to
become a party to this Agreement and be fully bound by, and subject to, all of
the terms and conditions of the Agreement as though an original party hereto.
All of the obligations of the Company hereunder shall survive any such transfer.

            (e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall be
deemed one and the same instrument. This Agreement, once executed by a party,
may be delivered to any other party hereto by facsimile transmission.

            (f) Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. The parties hereto
irrevocably submit to the non-exclusive jurisdiction of any state or federal
court sitting in the State of Delaware over any suit, action or proceeding
arising out of or relating to this Agreement or the affairs of the Company. To
the fullest extent they may effectively do so under applicable law, the parties
hereto irrevocably waive and agree not to assert, by way of motion, as a defense
or otherwise, any claim that they are not subject to the jurisdiction of any
such court, any objection that they may now or hereafter have to the laying of
the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

            (g) Holder of Record. A person is deemed to be a Holder whenever
such person owns or is deemed to own of record such Registrable Common Shares.
If the Company receives conflicting instructions, notices or elections from two
or more persons with respect to the same Registrable Common Shares, the Company
shall act upon the basis of instructions, notice or election received from the
record owner of such Registrable Common Shares.


                                       12
<PAGE>
            (h) Entire Agreement. This Agreement, the Purchase Agreement, and
the other Transaction Documents constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the Purchase Agreement,
and the other Transaction Documents supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.

            (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (j) Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

            (k) Remedies. The Holders, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, shall be entitled to
specific performance of their rights under this Agreement. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees to waive in any action for specific performance the defense that a remedy
at law would be adequate.

            (l) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

            (m) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto with respect
to the subject matter contained herein. There are no restrictions, promises,
representations, warranties or undertakings with respect to the subject matter
contained herein, other than those set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings among the parties
with respect to such subject matter.

            (n) Further Assurances. Each of the parties shall execute such
documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any governmental authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.

                            [SIGNATURE PAGES FOLLOW]




                                       13
<PAGE>
      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.


THE COMPANY:


By:   /s/ Richard M. Feldt
      ---------------------------------------------
      Name: Richard M. Feldt
      Title: President and Chief Executive Officer


HOLDERS:

LOEB PARTNERS CORPORATION,
on behalf of its affiliated entities

By:   /s/ Robert Grubin
      ---------------------------------------------
      Name: Robert Grubin
      Title: Vice-President

LB I GROUP INC.

By:   /s/ Fred E. Steinberg
      ---------------------------------------------
      Name: Fred E. Steinberg
      Title: Vice-President

ALEXANDRA GLOBAL MASTER FUND LTD.

By:   /s/ Mikhail Filimonov
      ---------------------------------------------
      Name: Mikhail Filimonov
      Title: Chairman

OMICRON MASTER TRUST

By:   Omicron Capital L.P., as advisor
By:   Omicron Capital Inc., its general partner

By:   /s/ Olivier Morali
      ---------------------------------------------
      Name: Olivier Morali
      Title: President


                                       14
<PAGE>
SF CAPITAL PARTNERS LTD.

By:   /s/ Michael A. Roth
      ---------------------------------------------
      Name: Michael A. Roth
      Title: Authorized Signatory

GRACE BROTHERS, LTD

By:   /s/ Bradford T. Whitmore
      ---------------------------------------------
      Name: Bradford T. Whitmore
      Title: General Partner

CRT CAPITAL GROUP LLC

By:   /s/ Michael Vaughn
      ---------------------------------------------
      Name: Michael Vaughn
      Title: Managing Member

TRUK OPPORTUNITY FUND, LLC

By:   Atoll Asset Management, LLC

By:   /s/ Michael E. Fein
      ---------------------------------------------
      Name: Michael E. Fein
      Title: Principal

TRUK INTERNATIONAL FUND, LP

By:   Atoll Asset Management, LLC

By:   /s/ Michael E. Fein
      ---------------------------------------------
      Name: Michael E. Fein
      Title: Principal

PORTSIDE GROWTH AND
OPPORTUNITY FUND

By:   /s/ Jeff Smith
      ---------------------------------------------
      Name: Jeff Smith
      Title: Authorized Signatory


                                       15
<PAGE>
MORGAN STANLEY AND CO.
INTERNATIONAL LIMITED

By:   /s/ Lars Lemonius
      ---------------------------------------------
      Name: Lars Lemonius

      Title: Authorized Signatory

DOUBLE BLACK DIAMOND
OFFSHORE LDC

By:   Carlson Capital, L.P., its investment advisor
By:   Asgard Investment Corp., its general partner

By:   /s/ Clint D. Carlson
      ---------------------------------------------
      Name: Clint D. Carlson
      Title: President

BLACKMORE PARTNERS LP

By:   Amjac Capital Management, its general partner

By:   /s/ Jeffrey W. Priest
      ---------------------------------------------
      Name: Jeffrey W. Priest
      Title: Managing Member

BLACKMORE WALLACE PARTNERS LP

By:   Amjac Capital Management, its general partner

By:   /s/ Jeffrey W. Priest
      ---------------------------------------------
      Name: Jeffrey W. Priest
      Title: Managing Member

BLACKMORE OFFSHORE FUND, LTD.

By:   /s/ Jeffrey W. Priest
      ---------------------------------------------
      Name: Jeffrey W. Priest
      Title: Portfolio Manager/Investment Advisor




                                       16